EX-2.1
from 8-K
70 pages
Stock Purchase and Redemption Agreement Among Countrywide Hardware, Inc., Nationwide Industries, Inc., P&F Industries, Inc. and Argosy Nwi Holdings, LLC Dated as of February 11, 2016
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EX-2.1
from 8-K
67 pages
Agreement and Plan of Merger by and Among Florida Pneumatic Manufacturing Corporation, Flying Tiger Acquisition Corp., Exhaust Technologies, Inc., the Shareholders of Exhaust Technologies, Inc. Named Herein, and Robert E. Sterling as Shareholders’ Representative July 1, 2014
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EX-2
from SC 13D/A
1 page
Members of the P&F Compensation Committee Kenneth Scheriff Jeffrey Franklin (And Board of Directors) -- Via E-Mail -- January 6, 2012 Gentlemen: I Received No Response to My Previous E-Mail, Which Is Totally Unacceptable. I Believe the Actions of the Compensation Committee, Regarding the Rehiring of Mr. Horowitz, While Reflecting a Contract That Is Improved From the Past, Are Still Wholly Inappropriate, Specific to the Base Salary, and Do Not Reconcile With Any of the Reasonable Peer Groups That Have Been Indicated by Parties That Are Actually Arms Length From the CEO, Including Two of Your Three Largest Outside Shareholders, as Well as the Work of Independent Advisory Firm Proxy Governance. Based Upon an Increase in My Position in P&F to 8.1%, From the Previous 7.0% Reported, I Will Be Filing a 13d Amendment on Monday. I Would Like an Answer Immediately on Whether or Not the Board Has Decided That It Intends to Release the Peer Group Companies Used in the Compensation Analysis. Such Decision Will Be Deterministic in How I Handle My Public Response to the Compensation Committee's, and Board's, Action...assuming You Respond in Time to Have an Effect, Either Way. I Presume You've Already Made Your Decision. I'm Disappointed...and Disgusted That You Do Not See Fit to Show Appropriate Accountability, Clarity, and Openness, That Would Allow Your Outside Shareholders, and the Corporate Governance Space, to Make Their Own Determination on the Legitimacy of the Work That Was Done....something That Is Absolutely Necessary, Considering Past "Cronyism" on Previous P&F Compensation Committees. if This Compensation Committee Is Unwilling to Subject Its Work to Reasonable Scrutiny, Then It, and the Board, Will Called to Task for That Specific Betrayal. I Demand You State Your Intentions to Release the Peer Group Utilized in the Outside Compensation Review. Please Respond Promptly. Timothy Stabosz
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EX-2
from SC 13D/A
1 page
1) the Compensation for the CEO Position Is Too High, Relative to the Size of the Company, and What Comparable Public Companies Pay. for Example: Yahoo Finance (Small Tools & Accessories) (CEO Annual Base/Total) P&F Ind., Ny, $70m Sales, 214 Employees $975k/$1,401k Per Proxy Starrett, Ma, $176m Sales, 1775 Employees $314k/$424k Per Proxy Eastern Co., Ct, $117m Sales, 696 Employees $561k/$694k Per Proxy Other Long Island Companies of Similar Size (Per City-Data.com) Fonar, Melville, $36m Sales $95k/95k Per Proxy Falconstor Software, Melville, $87m Sales $310k/$310k Per Proxy Hauppauge Digital, Hauppauge, $59m Sales $183k/$189k Per Proxy Audiovox, Hauppauge, $603m Sales $925k/$985k Per Proxy (Note That Audivox's Revenues Are Nearly 9x P&F'S, Yet It Still Pays the CEO Position Less Than P&F Does.) 2) the Compensation for the CEO Position Is Too High, as a Share of the Company's Total Income. From 2001 Through 2006 (Which Represents an Entire Economic Cycle for PFIN), I See a Company That Earned $22 Million in Aggregate Net Income (Excluding the 2002 Charge for Change in Accounting Principle), Where the CEO Position Was Paid an Aggregate of $9 Million, Over the Same Time Period! It's Not Like the Company Achieved Some Ungodly High Roe That Would Justify This Kind of Pay. (My Calculation for the Same 6 Year Period Is an Average Annualized Roe of 8.7%, Using Average Equity of $42m for the Period, Which Was Calculated by Adding Beginning of 2001 Equity to End of 2006 Equity, and Dividing by 2.) I Believe, With All Due Respect, It Would Be Very Very Difficult to Find a Company That Paid the CEO Position Higher Than PFIN, Relative to Its Size, or as a Share of Income, if I Tried. (Unless It Is, Like PFIN, Effectively "Controlled.") This, Combined With Item #1 Above, Seriously Brings Into Question the Legitimacy of the Nadel Compensation Study
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EX-2.1
from 8-K
63 pages
1.1 Defined Terms. as Used in This Agreement, the Following Terms Shall Have the Following Meanings: “Accounts” Shall Mean All of Seller’s Accounts (Including Accounts Receivable), Notes and Employee Loans Receivable as of the Closing Date, Including the Accounts as of the Seller Balance Sheet Date Set Forth on Schedule 1.1 Attached Hereto (Unless Such Accounts Have Previously Been Paid). “Action” Shall Mean Any Action, Suit, Proceeding, Arbitration, Claim or Governmental Investigation
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